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DEED OF SETTLEMENT

Settlement Agreement

DEED OF SETTLEMENT | Document Parties: PREMIER WEALTH MANAGEMENT, INC. | Protrust Financial Services Group SA | Protrust Private Clients SA | Tally-Ho Ventures, Inc You are currently viewing:
This Settlement Agreement involves

PREMIER WEALTH MANAGEMENT, INC. | Protrust Financial Services Group SA | Protrust Private Clients SA | Tally-Ho Ventures, Inc

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Title: DEED OF SETTLEMENT
Governing Law: Delaware     Date: 11/6/2008

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Dated

November 2008

 

 

 

 

Protrust Financial Services Group S.A.

 

and

 

Premier Wealth Management, Inc.

(formerly Tally-Ho Ventures, Inc.)

 

and

 

Master Trust S.A.

(formerly Protrust Private Clients S.A.)

 

 

 


 

DEED OF SETTLEMENT

 


 

 

 

A DDLESHAW G ODDARD

 


 

Contents

 

1

Interpretation

1

2

Exchange

3

3

Full and final settlement

3

4

Bank points

4

5

Communication of Settlement

4

6

Non-admission of liability

4

7

Confidentiality

4

8

Remedies and waivers

5

9

Successors and assignees

5

10

Representations

5

11

Entire Agreement

5

12

Cost and expenses

6

13

Co-operation

6

14

Invalidity

6

15

Counterparts

6

16

Choice of governing law and jurisdiction

6

 

 

 

SCHEDULE - IRREVOCABLE STOCK POWER

8

 


 

This Deed of Settlement is made on November 2008

 

Between

 

(1)

Protrust Financial Services Group S.A. whose registered office is at Via Frasca 5, P.O. Box 5237, CH-6901, Lugano, Switzerland ( Protrust );

 

(2)

Premier Wealth Management, Inc. (formerly Tally-Ho Ventures, Inc.)   (No. 3594839) whose registered office is at 3422 Old Capitol Trail, Suite 584, Wilmington, New Castle 19808, Delaware, USA ( PWM ); and

 

(3)

Master Trust S.A. (formerly Protrust Private Clients SA) (No. CH-514.3.008.409-1) whose registered office is at Corso Elvezia 4, CH-6900, Lugano, Switzerland ( Master Trust );

 

each of the above being a Party and together the Parties to this Deed.

 

Whereas

 

(A)

Protrust and PWM entered into an agreement, dated 4 August 2006, in accordance with which Protrust agreed to sell (and did sell) and PWM agreed to buy (and did buy) all of the issued shares in Master Trust. The consideration for the transaction was to be satisfied by PWM by a payment of US$2m on the date of completion, by the provision of a promissory note under the terms of which PWM agreed to pay Protrust the sum of US$3m and by the issue to Protrust of 1,500,000 shares in PWM. In addition, PWM granted to Protrust a put option in relation to the PWM Shares in accordance with the terms of which, on written demand by Protrust at any time during 2007, PWM agreed to buy some or all of the PWM Shares from Protrust at a price of US$2 per share.

 

(B)

On 15 April   2008, Protrust issued a claim against PWM in the Commercial Court, Queen's Bench Division of the High Court of Justice of England and Wales, at the Royal Courts of Justice in London with the Claim No. 2008 Folio 362. The claim was for damages for breach of the Put Option. On 11 July 2008, Protrust entered a judgment in default of a Defence against PWM in the sum of US$1,986,681.85 plus costs.

 

(C)

The Parties have now agreed to a full and final settlement of Protrust's claim in respect of the Put Option and of any and all other issues which may arise between them in relation to PWM's acquisition of all of the issued shares in Master Trust.

 

It is agreed

 

1

Interpretation

 

1.1

In this Deed and the recitals to it:

 

Action means the claim issued by Protrust against PWM in the Commercial Court, Queen's Bench Division of the High Court of Justice of England and Wales, at the Royal Courts of Justice in London with the Claim No. 2008 Folio 362

 

Associated Company means a company which is from time to time a subsidiary or a holding company of Protrust or PWM or a subsidiary of a holding company of Protrust or PWM or either of them (other than Protrust and PWM themselves) In this definition subsidiary and holding company have the same meanings as in Section 736 of the Companies Act 1985, as originally enacted

 

1


 

Bank Points means a rebate of the margin charged by banks in respect of loans made to the customers of Master Trust which typically amounts to 0.2 to 0.25 per cent. of the value of loans outstanding payable annually

 

Claim means the Action and/or any claim, potential claim, counterclaim, potential counterclaim, right of set-off or indemnity, cause of action, liability, loss, damage, right or interest of any kind or nature whatsoever, whether known or unknown, suspected or unsuspected, however and whenever arising and in whatever capacity and jurisdiction, including without limitation a claim for interest or costs

 

Exchange Date has the meaning provided in clause 2

 

Protrust Group means Protrust and each of its Associated Companies, affiliates, directors, officers, employees, agents, advisers, representatives, successors and assigns from time to time, including each of the above in their several and individual capacities and, for the avoidance of any doubt, includes Mr Alexander Bell, Chief Executive Officer of Protrust whose address is c/o Protrust Financial Services Group S.A., Via Frasca 5, P.O. Box 5237, CH-6901, Lugano, Switzerland.

 

PWM Group means PWM and each of its Associated Companies, affiliates, directors, officers, employees, agents, advisers, representatives, successors and assigns from time to time, including each of the above in their several and individual capacities

 

PWM Shares means 1,500,000 duly authorised, validly issued and fully paid shares of common stock in the capital of PWM which are held by Protrust which were issued to Protrust as part of the consideration for PWM's acquisition of Master Trust in August 2006 and which were subject to the Put Option

 

Proceedings means any legal, arbitral, administrative, regulatory or other action or proceeding

 

Promissory Note means the promissory note between PWM and Protrust, dated on or about 4 August 2006

 

Put Option means the put option deed between Protrust and PWM, dated on or about 4 August 2006, in relation to the PWM Shares

 

Settled Claims   means all Claims, rights, actions and causes of action (including claims for interest and costs) existing as at the date hereof which either Party has or may have against the other arising out of or in connection with PWM's acquisition of all of the issued shares in Protrust Private Client SA (now Master Trust) including, but not limited to, the Action, or out of or in connection with any agreement entered into between the Parties or action taken by either Party against the other since 1 August 2006 (including, but not limited to, the Put Option, the Promissory Note, the Share Pledge Agreement and the Transitional Services Agreement) in connection with PWM's acquisition of all of the issued shares in Protrust Private Clients SA (now Master Trust) or relating to any PWM Shares held by any member of the Protrust Group, any other securities of PWM acquired by any member of the Protrust Group, or any private or public statement, disclosure document or public filing made with the United States Securities and Exchange Commission (save in relation to any claims connected to or arising from wilful concealment, bad faith or fraud (or their equivalent in other jurisdictions)).

 

Settlement Sum means the amount of US$1,000,000 to be paid by PWM to Protrust pursuant to clause 3

 

2


 

Share Pledge Agreement means the share pledge agreement between PWM, Protrust and Master Finance Holdings SA and dated on or about 4 August 2006.

 

Transitional Services Agreement means the transitional services agreement between Protrust, PWM and Master Trust, dated on or about 4 August 2006

 

1.2

The headings in this Deed are for convenience only and do not affect its construction or interpretation.

 

2

Exchange

 

2.1

Exchange shall take place on the day on which Ashurst LLP and Addleshaw Goddard LLP have received counterparts to this Deed executed by each of the parties h


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